SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
QUANTA SERVICES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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Explanatory Note
Quanta Services, Inc., a Delaware corporation ("Quanta Services"), is
filing the materials contained in this Schedule 14A with the Securities and
Exchange Commission on February 11, 2002 in connection with the solicitation of
proxies for electing the board of directors of Quanta Services at the 2002
annual meeting of Quanta Services' stockholders.
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[QUANTA SERVICES LOGO] PRESS RELEASE
FOR IMMEDIATE RELEASE
02-02
Contacts:
James Haddox, CFO Paul Verbinnen Ken Dennard
Dana Gordon James Barron Easterly Investor Relations
Quanta Services, Inc. Citigate Sard Verbinnen kdennard@easterly.com
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713-629-7600 212-687-8080 832-443-0160
QUANTA SERVICES RESPONDS TO UTILICORP PROXY THREAT
Says UtiliCorp Seeks Control For Accounting Consolidation That Would Boost
UtiliCorp's Non-Cash Earnings And Help It Meet Market Expectations
Quanta Intends To Oppose UtiliCorp; Says UtiliCorp Actions Not In Best
Interests Of Quanta's Other Stockholders
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HOUSTON, TX, Feb. 10 -- Quanta Services, Inc. (NYSE: PWR) issued today the
following statement:
"We are disappointed that UtiliCorp intends to seek control of Quanta in a proxy
contest in order to fulfill its own accounting objectives," said John R. Colson,
Chief Executive Officer of Quanta. "UtiliCorp wants to assume absolute control
of the Quanta board so that it can achieve accounting consolidation, enabling it
to reflect non-cash earnings that would help it meet market expectations. We do
not believe that handing control of the company to UtiliCorp to satisfy its
financial and accounting agenda is in the best interests of Quanta's
stockholders."
The following letter was sent on February 10, 2002 by Mr. Colson to Robert K.
Green, Jr., President and Chief Executive Officer of UtiliCorp United Inc.
(NYSE: UCU):
February 10, 2002
Robert K. Green, Jr.
President and Chief Executive Officer
UtiliCorp United Inc.
20 West Ninth Street
Kansas City, Missouri 64105
Dear Bob,
We at Quanta have tried to work constructively with UtiliCorp to
address your accounting desires in a mutually beneficial way, and in a manner
consistent with the fiduciary obligations that our Board of Directors owes to
our stockholders. We were therefore disappointed to read in the Schedule 13D
report you filed on Friday evening that you plan to move to replace the Quanta
Board with your own nominees who will "promote business
objectives, goals and values that are reflective of those of UtiliCorp". Handing
control of the company to UtiliCorp in order to satisfy your agenda is not in
the best interests of Quanta's stockholders, customers or employees.
It is unfortunate for both of our companies that we have been unable to
date to arrive at an appropriate arrangement that would accommodate UtiliCorp's
desire to achieve financial statement consolidation, while protecting the
legitimate interests of our other stockholders. Our Board is dedicated to the
goal of building value for all of our stockholders. Frankly, UtiliCorp's
preference to press its accounting agenda rather than living up to the spirit of
our strategic alliance has not benefited our stockholders. Your threat of a
proxy fight -- like your recent stock accumulations that compelled us to take
steps to protect our stockholders from a creeping takeover -- is inconsistent
with the goal of enhancing stockholder value. Indeed, out-of-the-blue
suggestions like your proposed share repurchase program appear to be
specifically designed to shift economic and voting control to UtiliCorp without
your having to provide appropriate benefits and protections to Quanta's other
stockholders, and in that case even using Quanta's own balance sheet to finance
your plans. No board of directors can stand by and allow a large stockholder to
dominate and abuse the rights of the company's other stockholders in such a
manner.
We intend to vigorously oppose your attempt to seize control of Quanta.
Sincerely,
/s/John R. Colson
John R. Colson
Chief Executive Officer and Director
Important Information
Quanta Services, Inc. plans to file a proxy statement with the Securities and
Exchange Commission relating to Quanta's solicitation of proxies from its
stockholders with respect to the Quanta Services, Inc. 2002 annual meeting of
stockholders. Quanta Services, Inc. advises security holders to read its proxy
statement when it becomes available, because it will contain important
information. Quanta's proxy statement and other relevant documents will be
available for free at www.sec.gov. You may also obtain a free copy of Quanta's
proxy statement, when it becomes available, by writing to Quanta Services, Inc.
at 1360 Post Oak Boulevard, Suite 2100, Houston, Texas 77056 or by contacting
MacKenzie Partners, Inc., toll free at 1-800-322-2885. Detailed information
regarding the names, affiliation and interests of individuals who may be deemed
participants in the solicitation of proxies of Quanta's stockholders will be
available in the soliciting materials on Schedule 14A to be filed by Quanta with
the SEC on February 11, 2002.
# # #
[QUANTA SERVICES LOGO]
MEMORANDUM
TO: QUANTA EMPLOYEES
FROM: JOHN R. COLSON
DATE: FEBRUARY 11, 2002
SUBJECT: UTILICORP UNITED INC.
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As you may know, on Friday evening, UtiliCorp announced its intention to attempt
to take full control of Quanta Services, Inc. by seeking to replace our board of
directors with its own hand-picked group.
You should know that we regard UtiliCorp's actions as hostile and we intend to
oppose them vigorously. If you would like to read more, you can see our press
release issued yesterday, including a letter to UtiliCorp, on our corporate web
site (www.quantaservices.com).
Simply stated, we don't believe that handing control of Quanta to UtiliCorp -
just to enable UtiliCorp to achieve its self serving accounting agenda - is in
the best interests of our other stockholders, our customers or employees.
Our company is healthy and strong. While the economic environment remains
challenging, we are proud of Quanta and of our people and we are confident in
our ability to compete and grow in the marketplace. With your continued support
and dedication, we believe we can continue to build a great future together --
with or without UtiliCorp.
While it's impossible to predict how this situation may turn out, we want you to
know that we're serious about protecting your interests and the interests of all
of our stockholders.
We understand how distracting UtiliCorp's actions can be. But, while we deal
with this situation, we ask you to stay focused on doing your jobs well and
doing what is right for our customers and company. And please, do not under any
circumstances respond to
media or other inquiries about the UtiliCorp situation. Please direct any such
inquiries to Dana Gordon at 713-985-6412.
Over the next weeks and months, you'll likely read and hear many things. I urge
you to wait for the facts and I pledge to do my best to keep you informed of
developments.
Sincerely,
John R. Colson
IMPORTANT INFORMATION
Quanta Services, Inc. plans to file a proxy statement with the
Securities and Exchange Commission relating to Quanta's solicitation of proxies
from its stockholders with respect to the Quanta Services, Inc. 2002 annual
meeting of stockholders. QUANTA SERVICES, INC. ADVISES SECURITY HOLDERS TO READ
ITS PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Quanta's proxy statement and other relevant documents will be
available for free at www.sec.gov. You may also obtain a free copy of Quanta's
proxy statement, when it becomes available, by writing to Quanta Services, Inc.
at 1360 Post Oak Boulevard, Suite 2100, Houston, Texas 77056 or by contacting
MacKenzie Partners, Inc., toll free at 1-800-322-2885. Detailed information
regarding the names, affiliation and interests of individuals who may be deemed
participants in the solicitation of proxies of Quanta's stockholders will be
available in the soliciting materials on Schedule 14A to be filed by Quanta with
the SEC on February 11, 2002.
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IMPORTANT INFORMATION
Quanta Services plans to file a proxy statement with the Securities and
Exchange Commission relating to Quanta Services' solicitation of proxies from
the stockholders of Quanta Services with respect to the Quanta Services 2002
annual meeting of stockholders. QUANTA SERVICES ADVISES SECURITY HOLDERS TO READ
ITS PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Quanta Services' proxy statement and other relevant documents will
be available for free at www.sec.gov. You may also obtain a free copy of Quanta
Services' proxy statement, when it becomes available, by writing to Quanta
Services, Inc. at 1360 Post Oak Boulevard, Suite 2100, Houston, Texas 77056 or
by contacting MacKenzie Partners, Inc., toll free at 1-800-322-2885.
INFORMATION REGARDING PARTICIPANTS
Quanta Services, the directors of Quanta Services who are not affiliated
with UtiliCorp United Inc. and certain executive officers of Quanta Services may
be deemed to be participants in the solicitation of proxies (the "Solicitation")
in respect of electing the board of directors of Quanta Services at the 2002
annual meeting of stockholders of Quanta Services. The current directors of
Quanta Services who are not affiliated with UtiliCorp (the "Directors") are:
James R. Ball, John R. Colson, Vincent D. Foster, Louis C. Golm, Jerry J.
Langdon, Gary A. Tucci and John R. Wilson. Messrs. Colson, Tucci and Wilson also
serve as Chief Executive Officer, Regional Vice President and Senior Vice
President, respectively, of Quanta Services. Other executive officers of Quanta
Services who may be deemed to be participants in the Solicitation (the
"Officers") are: Frederick M. Haag, Senior Vice President, James H. Haddox,
Chief Financial Officer, Peter T. Dameris, Executive Vice President and Chief
Operating Officer, Gary W. Smith, Senior Vice President, and Luke T. Spalj,
Senior Vice President.
The Directors and Officers have interests in the Solicitation from their
beneficial ownership of the Common Stock and Limited Vote Common Stock of Quanta
Services. The Directors and Officers also receive customary compensation from
Quanta Services in exchange for their services as directors and officers,
as applicable. Information regarding the interests and affiliations of Quanta
Services' Directors and Officers is contained in Quanta Services' Annual Report
on Form 10-K for the year ended December 31, 2000 and its Proxy Statement dated
May 4, 2001, which are filed with the SEC. Additional information with respect
to the beneficial ownership of the Directors and Officers of Quanta Services
Common Stock and Limited Vote Common Stock is set forth immediately below:
Name of Director/Officer Quanta Services Common Quanta Services Limited
Stock Vote Common Stock
James R. Ball 45,000 (1) 29,625
John R. Colson 2,324,326 (2) 0
Peter T. Dameris 116,451 (3) 0
Vincent D. Foster 152,321 (4) 191,698
Louis C. Golm 15,000 (5) 0
Frederick M. Haag 10,035 (6) 0
James H. Haddox 202,155 (7) 70,000
Jerry J. Langdon 15,000 (8) 0
Gary W. Smith 46,543 (9) 0
Luke T. Spalj 330,505 (10) 0
Gary A. Tucci 549,679 (11) 0
John R. Wilson 685,237 (12) 0
(1) Mr. Ball's Common Stock ownership includes 37,500 shares of
Common Stock which may be acquired within 60 days of February 11, 2002
through the exercise of stock options.
(2) Mr. Colson's Common Stock ownership includes 244,003 shares of Common
Stock which may be acquired within 60 days of February 11, 2002 through
the exercise of stock options and 13,500 shares over which Messrs.
Colson and Foster share voting and dispositive power.
(3) Mr. Dameris' Common Stock ownership includes 63,614 shares of Common
Stock that are subject to a Cancellation Right by Quanta Services but
for which Mr. Dameris maintains voting rights and 43,750 shares of
Common Stock which may be acquired within 60 days of February 11, 2002
through the exercise of stock options.
(4) Mr. Foster's Common Stock ownership includes 134,171 shares of Common
Stock which may be acquired within 60 days of February 11, 2002 through
the exercise of stock options and 13,500 shares over which Messrs.
Colson and Foster share voting and dispositive power. Also includes
4,500 shares of Common Stock owned by Main Street Equity Ventures II,
L.P. of which Mr. Foster disclaims beneficial ownership.
(5) Mr. Golm's Common Stock ownership includes 15,000 shares of Common
Stock which may be acquired within 60 days of February 11, 2002 through
the exercise of stock options.
(6) Mr. Haag's Common Stock ownership includes 8,400 shares of Common Stock
which may be acquired within 60 days of February 11, 2002 through the
exercise of stock options.
(7) Mr. Haddox's Common Stock ownership includes 200,000 shares of Common
Stock which may be acquired within 60 days of February 11, 2002 through
the exercise of stock options.
(8) Mr. Langdon's Common Stock ownership includes 15,000 shares of Common
Stock which may be acquired within 60 days of February 11, 2002 through
the exercise of stock options.
(9) Mr. Smith's Common Stock ownership includes 30,000 shares of Common
Stock which may be acquired within 60 days of February 11, 2002 through
the exercise of stock options.
(10) Mr. Spalj's Common Stock ownership includes 55,163 shares of Common
Stock which may be acquired within 60 days of February 11, 2002 through
the exercise of stock options.
(11) Mr. Tucci's Common Stock ownership includes 81,752 shares of Common
Stock which may be acquired within 60 days of February 11, 2002 through
the exercise of stock options and 436,300 shares over which he shares
voting and dispositive power.
(12) Mr. Wilson's Common Stock ownership includes 85,237 shares of Common
Stock which may be acquired within 60 days of February 11, 2002 through
the exercise of stock options.